Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of February 22, 2023, the Board of Directors of Netflix, Inc. (the "Company") approved the amended and restated bylaws (the "Bylaws") to, among other things:



•enhance procedural mechanisms in connection with stockholder nominations of
directors to require a stockholder delivering a nomination notice pursuant to
the advance notice provisions of the Bylaws to fully comply with Rule 14a-19
under the Securities Exchange Act of 1934, as amended, and other applicable law
and provide reasonable evidence to the Company that such stockholder has met the
requirements of Rule 14a-19;
•require information included in a stockholder's notice of nominations or
proposals regarding other business be updated to be true and correct as of the
stockholder meeting record date and as of ten calendar days prior to the
stockholder meeting date;
•require a stockholder directly or indirectly soliciting proxies from other
stockholders to use a proxy card color other than white; and
•modify the provisions relating to the availability of stockholder lists and
meeting adjournment notices, in each case, to reflect recent amendments to the
Delaware General Corporation Law.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein. In addition, a marked copy of the Bylaws showing all changes made to the Company's prior bylaws is attached hereto as Exhibit 3.3.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits
Exhibit Number         Description of Exhibit
  3.2                    Amended and Restated Bylaws of Netflix, Inc.
  3.3                    Marked Amended and Restated Bylaws of Netflix, Inc.
104                    Cover Page Interactive Data File (embedded within the inline XBRL document)

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